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Re: Actuate post# 23669

Friday, 05/17/2013 3:04:45 PM

Friday, May 17, 2013 3:04:45 PM

Post# of 62039
I believe that you are misinterpreting the filings. A very simple explanation has been provided and in the absence of a FORM 4 it is quite clear that J Rod has not sold any shares. Keep in mind that the shares previously listed were not owned by him but by 5277 Partners.

In case this STICKIED Post was missed I will post it again.



Rod has not sold any shares and it is quite obvious given that no form 4 has been filed

Form 4 is a United States SEC filing that relates to insider trading. Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 must file with the United States Securities and Exchange Commission a statement of ownership regarding such security.

A Form 4 must be filed before the end of the second business day following a change in ownership of securities or derivative securities (including the exercise or grant of stock options ) for individuals subject to Section 16 of the Securities Exchange Act of 1934. You can verify this in section 16 here http://www.sec.gov/rules/final/34-46421.htm or a condensed version is available here http://www.sec.gov/answers/form345.htm


Definition of 'Form 4'
A document that must be filed with the Securities and Exchange Commission (SEC) whenever there is a material change in the holdings of company insiders. Insiders required to submit a Form 4 include directors and officers of the company as well as any shareholders owning 10% or more of the company's outstanding stock.

In order for a company to be quoted on the OTCBB they "must remain current in their filings with the SEC" and can be verified here http://www.otcbb.com/issuerinformation/issuerinfo.stm so there is no doubt that the company would have to file a form 4 had shares been sold.

There is a very simple explanation as to why there is a change in the number of shares shown, and in fact the number of shares that J Rod owns is somewhat misleading.

Rod actually owns 16,117,467 shares and did not "bank" a penny! PROOF - READ THE FILINGS.

Two images were posted in the sticky post above, the first one shows Rod as a DIRECTOR AND OFFICER and shows he owns 5,530,000 shares and the SECOND image shows additional BENEFICIAL OWNERS and shows J. Rod Martin-CEO and Director owns 10,587,467 shares.

The 10,587,467 shares are actually owned by 5277 Partners LLC and are therefore not technically owned by J Rod. The reason they were previously reported is simple.

Before the AS increase in Shares the 5277 shares were listed because they were over 5% of the A/S. After the AS increase it is no longer 5% or more and not required to be listed.

Because the A/S was increased, Rod's 5277 Partners LLC no longer owns 5% of the common stock therefore it is no longer included in the 10K.

Clouds Valley, Zocalo and Black Diamond are no longer shown either for the same reason as can be seen below.

Clouds Valley Overseas SA, Calle 48 Bella Vista, Edificio Sucre, Panama City, Panama 10,277,100 8.4%
Zocalo Bar SA, Avenida Juan Leon Mera y Calama N523, Quito, Ecuador 9,045,900 7.4%
5277 Partners LLC, 2001 Meridian Ave #314, Miami Beach, FL 33129 9,700,000 7.9%
Black Diamond Realty Mgmt LLC, 3025 Aberdeen Dr, Boyton Beach, FL 33472 7,858,886 6.4%

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